1. These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Represents shares of common stock received upon vesting of deferred stock units on January 10, 2018.

3. Shares withheld to satisfy tax withholding requirements on the vesting of deferred stock units on January 10, 2018.

4. These shares of common stock are owned by HB Capital LLC, of which David Hass is a member. Mr. Hass may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. Mr. Hass disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.

5. Held by David W. Hass Living Trust, of which David Hass is a trustee.

6. Each deferred stock unit has a value as of a given date equal to the fair market value of one share of Primo Water Corporation common stock.

7. 29,095 deferred stock units were delivered on January 10, 2018. The remaining 87,286 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.

8. 16,620 deferred stock units were delivered on January 10, 2018. The remaining 49,860 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.

Remarks:

/s/ David J. Mills by power of attorney for David W. Hass

01/12/2018

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).